Countries

Country Desks

A leading commercial litigator and international arbitration counsel, Philip is named in all the major legal publications as an expert in arbitration, construction law and litigation. Philip's practice spans investments and projects across Asia, and he has represented clients in arbitration proceedings in Singapore, Malaysia, Hong Kong, London, Zurich and Brunei.

Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries.

Quite often when a decision is issued in an arbitration, the final outcome may “surprise” parties in that neither party’s arguments had been accepted fully; rather a decision lying somewhere between the two sides of the dispute was the final outcome. Read more

With 125+ locations in 50+ countries, Dentons is home to top-tier talent that is found at the intersection of geography, industry knowledge and substantive legal experience. Working with Dentons, you will have the opportunity to learn from the best lawyers in the industry at the largest law firm in the world.

Can a court, after setting aside an arbitral award, remit the matter back to the original tribunal that rendered the award in the first place? The Singapore Court of Appeal considered this question in the recently adjudicated case of AKN and another v ALC and others and other appeals [2015] SGCA 63. .

When would a contractual provision be considered a penalty clause not enforceable in courts? The position adopted by Singapore courts is largely based on the early 20th century authority of Dunlop Pneumatic Tyre Company v New Garage and Motor Company [1915] AC 79 (“Dunlop Tyre”).

On 16 January this year, Prime Minister Narendra Modi announced the “Start-up India Action Plan” (“Action Plan”). The Action Plan is the latest in Modi’s moves to revive the Indian economy and generate employment, and follows initiatives such as ‘Digital India’, which was designed to bring Internet services to rural areas, and the ‘Make in India’ campaign, which aspires to establish India as a global manufacturing hub.

CCS more facilitative in latest admendments to its guidelines on merger procedures

CCS more facilitative in latest admendments to its guidelines on merger procedures

CCS more facilitative in latest admendments to its guidelines on merger procedures

June 1, 2012

The Competition Commission of Singapore (the "CCS") published its revised Guidelines on Merger Procedures (the "Guidelines") on 20 June 2012 after conducting a public consultation which began on 20 February 2012 for one month. The revised Guidelines would come into force on 1 July 2012. In the public consultation, the CCS explicitly stated that the key aims of the amendments were to increase transparency of the CCS' procedures to streamline the process as in relation to merger notifications to minimise the burden on parties involved, and to maximise the benefits of Singapore's voluntary merger notification regime.

Broadly, the CCS made three main amendments to the Guidelines to achieve those aims. The CCS introduced: (1) a new process for merger parties to obtain a confidential opinion for confidential mergers; (2) threshold turnover figures for smaller businesses and the likelihood of an investigation on merger situations involving such small businesses; and (3) a more streamlined requirement for information in a Phase 1 assessment of the merger notification.

Confidential opinion

Merger parties may under the revised Guidelines, request that the CCS provides a confidential opinion on a merger. Merger parties should in the first instance, provide basic preliminary information on the merger (e.g. names of the merging parties, sector, overlapping goods and services, timing, evidence of good faith to proceed with the merger, and reasons for seeking a confidential opinion, etc). Subsequently, the merger parties would be required to provide information, the extent of which is almost as detailed as that required under Form M1.

The CCS stated that when considering a request for a confidential opinion it will not make any third party enquiries, and expects to provide its confidential opinion by 14 working days from receipt of all the required information. The confidential opinion is however, will not be binding on the CCS.

Turnover thresholds for SMEs

The CCS stated that it is not be likely that it would investigate a merger situation that involves only small businesses. The turnover threshold which the CCS is likely to consider a business small is when the turnover in each of the merger parties is below S$5 million, and where a combined worldwide turnover of all the merger parties is below S$50 million. The turnover thresholds to be considered is the turnover for the financial year preceding the transaction.

Process for obtaining Information required in Phase 1 streamlined

The CCS also streamlined the information gathering process required of merger parties in the Phase 1 merger notification so that there would be lesser subsequent information requests after assessment of the filing of Form M1. Merger parties may also discuss with the CCS if they are of the view that some information in Form M1 is not relevant in the assessment of their merger.

Other interesting amendments

Besides the three main amendments above, the CCS also made a few other notable amendments to the revised Guidelines. In particular, the CCS recognised that the merger regime in Singapore is voluntary and provided further guidance and clarity on what should be notify. It did however, also made it clear that there are significant risks of not notifying a merger which substantially lessens competition ("SLC"). If the CCS decides that a merger SLC, it may direct the merged entity to remedy it, for example by divesting all or part of the business. The CCS may also impose financial penalties on all merger parties that implemented a merger which resulted in a SLC.

The CCS also reiterated its ongoing practice of market intelligence gathering (i.e. the CCS keeps markets under review and approaches merger parties of transactions which may raise concerns to gather further information about the transaction and its effect on competition). Separately, the CCS also stated that it would try to maintain similar investigation processes for own initiative merger investigations as notified merger situations.

Concluding comments

The CCS has shown in its amendments to the revised Guidelines that it intends to be facilitative towards businesses and minimise the burden of competition law compliance in Singapore. While the CCS is clear in its business friendly stance, it is also cognisant of its statutory duties and the harm of mergers that cause a SLC. The CCS is therefore ready to investigate such potential transactions promptly.

Businesses in Singapore should be familiar with the revised Guidelines, and should seek appropriate competition law advice prior to the implementation of any merger to either: (1) seek a confidential opinion or make a notification to the CCS (for high risk mergers), or (2) assess and rule out the risks of infringing the merger rules in Singapore by restructuring any merger.

Leaving Site

Disclaimer

Unsolicited emails and other information sent to Dentons will not be considered confidential, may be disclosed to others, may not receive a response, and do not create a lawyer-client relationship. If you are not already a client of Dentons, please do not send us any confidential information.